Legal Risk Analysis Report

Chunk 1

Original Text: software license agreement this software license agreement ( the " agreement " ) is made and entered into as of march 21 , 2025 ( the " effective date " ) , by and between stratumsoft inc . , a corporation incorporated under the laws of texas , with its principal office located at 789 tech plaza , austin , tx 78701 ( " licensor " ) , and brightpath enterprises , a corporation incorporated under the laws of new york , with its principal office located at 321 commerce street , albany , ny 12207 ( " licensee " ) . licensor and licensee are referred to individually as a " party " and collectively as the " parties . " whereas , licensor has developed and owns a software product known as flowmatrix , a workflow management and automation tool ( the " software " ) ; and whereas , licensee wishes to obtain a license to use the software for its business operations , and licensor agrees to grant such a license under the terms herein ; now , therefore , in consideration of the mutual promises and covenants contained herein , the parties agree as follows : 1 . grant of license 1 . 1 license . licensor grants licensee a non - exclusive , non - transferable , revocable license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on li

Predicted Risk Level: High

Predicted Risk Category: Intellectual Property

Risk Explanation

* **Why this text was classified as High risk:** * The contract involves the licensing of software, which is a valuable intellectual property asset. * The agreement includes restrictions on the use, modification, and distribution of the software, which can be a point of contention between the parties. * The agreement also includes provisions for technical support and payment, which can be subject to interpretation and potential disputes. * **The specific clauses or phrases that contributed to this risk level:** * "non-exclusive, non-transferable, revocable license" (Section 1.1) - this phrase indicates that the licensor retains significant control over the software and can revoke the license at any time. * "restrictions" (Section 1.2) - this section outlines specific limitations on the licensee's use of the software, which can be a point of contention. * "reverse engineer, decompile, or disassemble the software" (Section 1.2(c)) - this phrase highlights the licensor's desire to protect its intellectual property and may be subject to interpretation. * "reasonable technical support" (Section 2.2) - this phrase may be subject to interpretation and could lead to disputes between the parties. * **The implications of this risk category (Intellectual Property):** * **Potential for disputes:** The agreement's restrictions on software use and modification may lead to disputes between the parties. * **Protection of intellectual property:** The licensor's desire to protect its intellectual property may lead to restrictions on the licensee's use of the software. * **Liability for infringement:** The licensee may be liable for any infringement of the licensor's intellectual property rights. * **Termination of agreement:** The licensor's ability to revoke the license may lead to termination of the agreement and potential losses for the licensee.

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0.30.1-0.1-0.30.50.70.90.0001901480.000190148base value0.649130.64913fOutput 0(inputs)0.175 any unlawful purpose . 0.089 or create derivative works from 0.077 revocable license to install and use the software on 0.061 licensee ’ s internal systems solely for its business purposes , 0.057 use the software for 0.051 or disassemble the software , 0.045 reverse engineer , 0.043 use the software for its business operations , 0.036 the software ; ( c ) 0.033 and owns a software product known as flowmatrix , 0.032 a license under the terms herein ; now , 0.032 and licensor agrees to grant such 0.03 except as permitted by law ; or ( d ) 0.029 decompile , 0.026 licensee wishes to obtain a license to 0.026 " whereas , licensor has developed 0.022 adapt , 0.019 or sell the software ; ( b ) modify , 0.018 , 0.016 sublicense , 0.016 payable as follows : 50 % upon execution of this agreement and 0.015 the parties agree as follows : 1 . 0.014 50 % within sixty ( 60 ) days of the effective date . 0.011 therefore , in consideration of the mutual promises and covenants contained herein , 0.01 stratumsoft inc . 0.008 distribute 0.007 a workflow management and automation tool 0.007 a corporation incorporated under the laws of texas , 0.006 with its principal office located at 789 tech plaza , 0.004 licensor grants licensee a non - exclusive , non - transferable , 0.004 ( the " software " ) ; and whereas , 0.003 grant of license 1 . 1 license . 0.003 licensor and licensee are referred to individually as a " party " 0.002 in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . 0.001 2025 ( the " effective date " ) -0.048 licensee shall pay licensor a license fee of $ 75 , -0.03 licensee is responsible for all applicable taxes , excluding taxes based on li -0.027 ny 12207 ( " licensee " ) . -0.024 000 usd ( the " license fee " ) , -0.021 with its principal office located at 321 commerce street , albany , -0.015 a corporation incorporated under the laws of new york , -0.014 3 . 2 taxes . -0.013 2 support . -0.013 ( the " agreement " ) -0.012 is made and -0.011 , -0.011 software license agreement this software license agreement -0.011 3 . fees and payment 3 . -0.011 and documentation to licensee electronically within seven ( 7 ) business days of the effective date . -0.011 and brightpath enterprises , -0.01 2 . delivery and support 2 . -0.01 2 . -0.01 as detailed in a separate support schedule , -0.01 1 license fee . -0.009 march 21 , -0.009 ( a ) -0.009 copy , -0.008 tx 78701 ( " licensor " ) , -0.006 licensor shall provide reasonable technical -0.006 support for the software during the term , -0.005 if applicable . -0.004 and collectively as the " parties . -0.003 1 delivery . -0.003 entered into as of -0.003 licensee shall not : -0.002 , -0.001 licensor shall deliver the software -0.001 by and between -0.001 austin ,
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software license agreement this software license agreement
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( the " agreement " )
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is made and
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entered into as of
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march 21 ,
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2025 ( the " effective date " )
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,
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by and between
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stratumsoft inc .
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,
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a corporation incorporated under the laws of texas ,
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with its principal office located at 789 tech plaza ,
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austin ,
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tx 78701 ( " licensor " ) ,
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and brightpath enterprises ,
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a corporation incorporated under the laws of new york ,
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with its principal office located at 321 commerce street , albany ,
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ny 12207 ( " licensee " ) .
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licensor and licensee are referred to individually as a " party "
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and collectively as the " parties .
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" whereas , licensor has developed
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and owns a software product known as flowmatrix ,
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a workflow management and automation tool
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( the " software " ) ; and whereas ,
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licensee wishes to obtain a license to
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use the software for its business operations ,
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and licensor agrees to grant such
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a license under the terms herein ; now ,
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therefore , in consideration of the mutual promises and covenants contained herein ,
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the parties agree as follows : 1 .
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grant of license 1 . 1 license .
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licensor grants licensee a non - exclusive , non - transferable ,
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revocable license to install and use the software on
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licensee ’ s internal systems solely for its business purposes ,
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in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
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licensee shall not :
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( a )
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copy ,
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distribute
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,
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sublicense ,
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or sell the software ; ( b ) modify ,
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adapt ,
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or create derivative works from
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the software ; ( c )
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reverse engineer ,
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decompile ,
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or disassemble the software ,
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except as permitted by law ; or ( d )
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use the software for
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any unlawful purpose .
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2 . delivery and support 2 .
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1 delivery .
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licensor shall deliver the software
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and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
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2 .
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2 support .
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licensor shall provide reasonable technical
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support for the software during the term ,
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as detailed in a separate support schedule ,
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if applicable .
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3 . fees and payment 3 .
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1 license fee .
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licensee shall pay licensor a license fee of $ 75 ,
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000 usd ( the " license fee " ) ,
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payable as follows : 50 % upon execution of this agreement and
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50 % within sixty ( 60 ) days of the effective date .
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3 . 2 taxes .
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licensee is responsible for all applicable taxes , excluding taxes based on li

Chunk 2

Original Text: ##ble license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on licensor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within

Predicted Risk Level: High

Predicted Risk Category: Regulatory Compliance

Risk Explanation

* **Why this text was classified as High risk**: * The contract involves significant financial obligations, including a license fee of $75,000 USD. * It deals with intellectual property rights, data ownership, and usage, which are critical and sensitive aspects. * The agreement outlines strict restrictions on the use of the software, which, if breached, could lead to termination and potential legal disputes. * The presence of clauses related to termination, insolvency, and breach indicates potential areas of conflict. * **The specific clauses or phrases that contributed to this risk level**: * "Restrictions" clause (1.2), which outlines limitations on the use of the software, including copying, distributing, and modifying. * "Intellectual Property" clause (4.1), stating that the software and related rights remain the sole property of the licensor. * "Termination for Breach" clause (5.2), allowing either party to terminate the agreement if the other party breaches a material term. * "Taxes" clause (3.2), making the licensee responsible for all applicable taxes, which could lead to disputes over tax obligations. * "Late Payment" clause (3.3), imposing interest on overdue amounts, which could lead to additional financial liabilities. * **The implications of this risk category (Regulatory Compliance)**: * Ensuring compliance with relevant laws and regulations, such as tax laws, intellectual property laws, and data protection laws. * Implementing measures to prevent unauthorized use, copying, or distribution of the software. * Maintaining accurate records of software usage, payments, and tax obligations to demonstrate compliance. * Establishing procedures for handling termination, insolvency, or breach notices to minimize potential disputes and liabilities. * Regularly reviewing and updating the agreement to ensure ongoing compliance with evolving regulatory requirements.

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0.40.200.60.810.0001901480.000190148base value0.9998540.999854fOutput 0(inputs)0.072 the software ; ( c ) reverse engineer , 0.049 or create derivative works from 0.037 licensee shall cease using the software , 0.036 any unlawful purpose . 0.035 use the software for 0.03 files for bankruptcy , 0.028 insolvency . 0.027 except as permitted by law ; or ( d ) 0.027 other party breaches 0.025 or disassemble the software , 0.024 or sell the software ; ( b ) modify , 0.023 internal systems solely for its business purposes , 0.022 continues until terminated ( the " term " ) 0.022 and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 0.021 a material term and 0.021 3 termination for 0.02 licensor shall deliver the software 0.019 use the software on licensee ’ s 0.019 no ownership interest under this agreement . 0.019 decompile , 0.018 and certify such deletion to 0.018 party becomes insolvent , 0.018 of all data input 0.018 either party may terminate immediately if the other 0.017 licensee shall not : ( a ) copy , 0.017 2 termination for breach 0.017 or ceases business operations . 0.017 licensee acquires 0.017 fails to cure such breach within thirty ( 30 ) 0.015 data only as necessary to perform its obligations 0.015 licensee retains ownership 0.014 distribute , sublicense , 0.014 upon termination , 0.013 into the software 0.013 5 . term and termination 5 . 0.013 as detailed in a separate support schedule , if applicable . 0.011 # # ble license to install and 0.01 in accordance with the accompanying documentation ( " documentation " ) . 0.01 2 . delivery and support 2 . 0.01 1 delivery . 0.008 5 . 4 post - termination . 0.008 may use licensee 0.008 2 licensee data . 0.008 ( " licensee data " ) 0.007 days of written notice . 0.007 licensor 0.007 1 . 2 restrictions . 0.006 support for the software during the term , 0.006 under this agreement . 0.006 adapt , 0.006 delete all copies , 0.005 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , 0.005 licensor shall provide reasonable technical 0.005 1 term . 0.005 . 0.004 4 . 0.004 this agreement begins on the effective date and 0.004 5 . 0.004 . 0.004 overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . 0.004 intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . 0.003 payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 0.002 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on licensor ’ s income . 3 . 3 late payment . 0.002 . 0.001 0.001 within 0.001 or 0.0 2 . 2 support . 0.0 li 0.0 cens -0.002 either party may terminate this agreement if the -0.001 5 .
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# # ble license to install and
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use the software on licensee ’ s
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internal systems solely for its business purposes ,
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in accordance with the accompanying documentation ( " documentation " ) .
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1 . 2 restrictions .
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licensee shall not : ( a ) copy ,
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distribute , sublicense ,
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or sell the software ; ( b ) modify ,
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adapt ,
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or create derivative works from
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the software ; ( c ) reverse engineer ,
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decompile ,
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or disassemble the software ,
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except as permitted by law ; or ( d )
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use the software for
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any unlawful purpose .
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2 . delivery and support 2 .
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1 delivery .
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licensor shall deliver the software
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and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
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2 . 2 support .
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licensor shall provide reasonable technical
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support for the software during the term ,
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as detailed in a separate support schedule , if applicable .
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3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) ,
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payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date .
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3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on licensor ’ s income . 3 . 3 late payment .
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overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 .
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intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor .
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licensee acquires
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no ownership interest under this agreement .
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4 .
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2 licensee data .
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licensee retains ownership
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of all data input
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into the software
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( " licensee data " )
0.005
.
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licensor
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may use licensee
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data only as necessary to perform its obligations
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under this agreement .
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5 . term and termination 5 .
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1 term .
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this agreement begins on the effective date and
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continues until terminated ( the " term " )
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.
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5 .
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2 termination for breach
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.
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either party may terminate this agreement if the
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other party breaches
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a material term and
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fails to cure such breach within thirty ( 30 )
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days of written notice .
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5 .
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3 termination for
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insolvency .
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either party may terminate immediately if the other
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party becomes insolvent ,
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files for bankruptcy ,
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or ceases business operations .
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5 . 4 post - termination .
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upon termination ,
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licensee shall cease using the software ,
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delete all copies ,
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and certify such deletion to
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li
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cens
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or
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within
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Chunk 3

Original Text: ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect

Predicted Risk Level: High

Predicted Risk Category: Limitation of Liability

Risk Explanation

Here are the analysis results in clear, concise bullet points: **Reason for High Risk Classification:** * The contract contains a broad limitation of liability clause, which can significantly limit the potential damages that can be claimed by one party against the other. * The contract also contains a disclaimer of warranties, which can leave one party with limited recourse in case of software defects or non-performance. **Specific Clauses or Phrases Contributing to High Risk:** * Section 7.1: "Licensor's aggregate liability under this agreement shall not exceed the license fee paid by Licensee." (limits liability to the amount paid by the licensee) * Section 7.2: "Neither party shall be liable for any indirect, incidental, special, or consequential damages, including lost profits or data, even if advised of such possibility." (excludes liability for indirect damages) * Section 6.2: "The software is provided 'as is.'" (disclaims all warranties, express or implied) **Implications of High Risk Category (Limitation of Liability):** * The licensor's liability is capped at the amount paid by the licensee, which may not be sufficient to cover potential damages. * The exclusion of indirect damages, such as lost profits or data, can limit the licensee's ability to recover full compensation for losses incurred due to software defects or non-performance. * The "as is" disclaimer can leave the licensee with limited recourse in case of software defects or non-performance, as the licensor is not obligated to provide a functional or merchantable product.

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0.40.200.60.810.0001901480.000190148base value0.9999870.999987fOutput 0(inputs)0.049 files for bankruptcy , 0.037 including lost profits or data , 0.034 or ceases business operations . 0.033 liable for any indirect , 0.031 " confidential information " 0.029 or consequential damages , 0.029 3 termination for insolvency . 0.028 data only as necessary to perform its obligations 0.024 other party breaches a material term and 0.024 upon termination , licensee shall cease using the software , 0.023 information disclosed by one 0.022 either party may terminate this agreement if the 0.021 neither party shall be 0.021 such possibility . 0.021 5 . term and termination 5 . 1 term . 0.021 party to the other , 0.021 to be confidential . 0.02 under this agreement . 0.02 - public 0.02 party becomes insolvent , 0.02 means non 0.019 either party may terminate immediately if the other 0.018 licensor may use licensee 0.018 even if advised of 0.017 continues until terminated ( the " term " ) . 0.017 marked as confidential 0.016 incidental , special , 0.015 8 . confidentiality 8 . 0.015 1 , the software is provided " as is . 0.014 6 . warranties and disclaimers 6 . 0.014 2 , 7 , 8 , and 9 survive termination . 0.013 4 post - termination . 0.013 this agreement begins on the effective date and 0.013 or reasonably understood 0.011 2 termination for breach . 0.011 for breach of this 0.011 and certify such deletion to 0.01 1 definition . 0.01 fails to cure such breach within thirty ( 30 ) 0.009 days of written notice . 0.009 " licensor disclaims 0.009 licensor ’ s aggregate liability 0.009 6 . 2 disclaimer . 0.008 licensor within ten ( 10 ) days . 0.008 sections 4 , 6 . 0.008 licensor warrants that , for ninety ( 90 ) days from delivery , 0.008 warranty is to repair 0.008 non - infringement . 0.008 express or implied , including merchantability , 0.008 8 . 2 obligations . 0.007 5 . 0.007 5 . 0.007 1 performance warranty . 0.007 under this agreement shall not exceed the license 0.006 7 . 2 exclusion . 0.006 fee paid by licensee . 0.006 delete all copies , 0.005 overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , 0.005 replace the software . 0.005 7 . limitation of liability 7 . 0.005 all other warranties , 0.004 5 . 0.004 1 cap . 0.004 fitness for a particular purpose , 0.004 the software will materially conform to the documentation . 0.003 and 0.003 licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . 0.003 and all related intellectual property rights remain the sole property of licensor . 0.003 or 0.002 # # censor ’ s income . 3 . 3 late payment . 0.002 the receiving party shall protect 0.002 licensee retains ownership of all data input into the software ( " licensee data " ) . 0.002 intellectual property 4 . 1 ownership . the software , documentation , 0.002 whichever is less . 4 . 0.001 except as set forth in section 6 . -0.0 licensor ’ s sole remedy
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# # censor ’ s income . 3 . 3 late payment .
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overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law ,
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whichever is less . 4 .
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intellectual property 4 . 1 ownership . the software , documentation ,
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and all related intellectual property rights remain the sole property of licensor .
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licensee acquires no ownership interest under this agreement . 4 . 2 licensee data .
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licensee retains ownership of all data input into the software ( " licensee data " ) .
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licensor may use licensee
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data only as necessary to perform its obligations
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under this agreement .
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5 . term and termination 5 . 1 term .
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this agreement begins on the effective date and
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continues until terminated ( the " term " ) .
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5 .
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2 termination for breach .
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either party may terminate this agreement if the
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other party breaches a material term and
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fails to cure such breach within thirty ( 30 )
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days of written notice .
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5 .
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3 termination for insolvency .
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either party may terminate immediately if the other
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party becomes insolvent ,
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files for bankruptcy ,
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or ceases business operations .
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5 .
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4 post - termination .
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upon termination , licensee shall cease using the software ,
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delete all copies ,
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and certify such deletion to
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licensor within ten ( 10 ) days .
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sections 4 , 6 .
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2 , 7 , 8 , and 9 survive termination .
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6 . warranties and disclaimers 6 .
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1 performance warranty .
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licensor warrants that , for ninety ( 90 ) days from delivery ,
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the software will materially conform to the documentation .
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licensor ’ s sole remedy
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for breach of this
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warranty is to repair
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or
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replace the software .
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6 . 2 disclaimer .
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except as set forth in section 6 .
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1 , the software is provided " as is .
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" licensor disclaims
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all other warranties ,
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express or implied , including merchantability ,
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fitness for a particular purpose ,
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and
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non - infringement .
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the receiving party shall protect

Chunk 4

Original Text: ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous

Predicted Risk Level: High

Predicted Risk Category: Liability Disclaimer

Risk Explanation

* **Why this text was classified as High risk:** * The contract contains multiple clauses that limit the licensor's liability, disclaim warranties, and exclude damages, which can significantly impact the licensee's rights and remedies. * The presence of a broad disclaimer of warranties and limitations of liability increases the risk of the contract. * **Specific clauses or phrases that contributed to this risk level:** * "6.2 Disclaimer. Except as set forth in Section 6.1, the software is provided 'as is.'" (disclaims all warranties except for a limited performance warranty) * "7.1 Cap. Licensor's aggregate liability under this agreement shall not exceed the license fee paid by Licensee." (limits licensor's liability to the amount paid by the licensee) * "7.2 Exclusion. Neither party shall be liable for any indirect, incidental, special, or consequential damages, including lost profits or data, even if advised of such possibility." (excludes liability for indirect, incidental, special, and consequential damages) * **Implications of this risk category (Liability Disclaimer):** * The licensee may be left with limited remedies in case the software fails to perform as expected or causes damages. * The licensor's liability is capped, which may not be sufficient to cover the potential damages incurred by the licensee. * The broad disclaimer of warranties and limitations of liability may make it difficult for the licensee to claim damages or seek remedies, even in cases where the licensor is at fault.

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0.50.30.10.70.90.0001901480.000190148base value0.99990.9999fOutput 0(inputs)0.066 and non - infringement . 0.065 for breach of this 0.035 breach of this agreement . 0.033 warranty is to repair 0.031 s intellectual property rights , 0.031 all other warranties , 0.03 including merchantability , 0.029 express or implied , 0.027 7 . limitation of liability 7 . 0.026 disclaims 0.025 " licensor 0.025 infringes a third party ’ 0.023 licensee ’ s misuse of the software or 0.023 licensor ’ s aggregate liability 0.022 or ( c ) is required to be 0.021 at least the same care as it uses for its own similar information , 0.019 against claims arising from 0.018 years post - termination , 0.017 6 . 2 disclaimer . 0.017 to the disclosing party . 0.017 the receiving party shall protect confidential information with 0.016 licensor 0.016 replace the software . 0.015 except for trade secrets , which remain protected indefinitely . 0.015 fitness for a particular purpose , 0.015 disclosed by law , 0.015 and allows licensor to control the defense . 0.014 this obligation lasts for five ( 5 ) 0.014 licensee against claims that the software 0.013 9 . 2 licensee indemnity . 0.013 or consequential damages , including lost profits or data , even if advised of such possibility . 0.013 neither party shall be liable for any indirect , incidental , special , 0.012 was known to the recipient prior to disclosure ; 0.012 licensor shall defend and indemnify 0.012 licensor ’ s sole remedy 0.012 the software will materially conform to the documentation . 0.012 is publicly known without breach ; ( b ) 0.011 except as set forth in section 6 . 0.01 " confidential information " means non - public 0.009 1 cap . 0.009 and use it only to 0.009 licensee shall indemnify 0.009 marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . 0.008 information disclosed by one party to the other , 0.008 fee paid by licensee . 0.008 under this agreement shall not exceed the license 0.008 8 . confidentiality 8 . 1 definition . 0.007 8 . 3 exceptions . 0.007 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , 0.007 the software is provided " as is . 0.007 confidential information excludes 0.007 fulfill this agreement . 0.007 information that : ( a ) 0.006 including natural disasters , war , or government actions , provided notice is given to the other party . 0.006 or 0.006 7 . 2 exclusion . 0.005 1 licensor indemnity . 0.004 provided notice is given 0.004 9 . indemnification 9 . 0.004 10 . force majeure 10 . 0.003 licensor warrants that , for ninety ( 90 ) days from delivery , 0.003 1 , 0.003 11 . miscellaneous 0.002 ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . -0.001 provided licensee notifies licensor promptly
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11 . miscellaneous

Chunk 5

Original Text: confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _

Predicted Risk Level: Low

Predicted Risk Category: Legal

Risk Explanation

* **Why classified as Low risk:** * The contract text chunk contains standard clauses and phrases that are commonly used in software licensing agreements. * The language is clear and concise, and the terms and conditions are well-defined. * The contract includes provisions for confidentiality, indemnification, and dispute resolution, which suggests that the parties have taken steps to mitigate potential risks. * **Specific clauses or phrases that contributed to this risk level:** * The confidentiality provision (Section 8) is well-defined and includes exceptions for publicly known information, prior knowledge, and legally required disclosures. * The indemnification clauses (Sections 9.1 and 9.2) provide mutual protection for both parties in case of intellectual property infringement or breach of the agreement. * The force majeure clause (Section 10.1) limits liability for unforeseen events beyond the parties' control. * The dispute resolution clause (Section 11.2) provides a clear and efficient mechanism for resolving disputes through arbitration. * **Implications of this risk category (Legal):** * The Low risk classification suggests that the contract is well-structured and includes standard provisions to protect both parties' interests. * The contract's terms and conditions are likely to be enforceable in a court of law, and the parties have taken steps to mitigate potential risks and disputes. * The contract's governing law and dispute resolution provisions suggest that the parties have agreed to a clear and efficient process for resolving disputes, which reduces the risk of protracted and costly litigation.

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0.50.2-0.10.81.10.0001901480.000190148base value0.484790.48479fOutput 0(inputs)0.094 infringes a third party ’ 0.058 licensee ’ s misuse of the software or 0.048 breach of this agreement . 0.044 licensor shall defend and indemnify 0.044 against claims arising from 0.039 s intellectual property rights , 0.034 licensee shall indemnify 0.03 licensee against claims that the software 0.026 licensor 0.023 information that : ( a ) 0.022 fulfill this agreement . 0.019 provided licensee notifies licensor promptly 0.017 under the american arbitration association ’ s rules , 0.016 indemnity . 0.015 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 0.015 2 licensee indemnity . 0.014 is publicly known without breach ; ( b ) 0.014 to control the defense . 0.013 is required to be 0.013 or ( c ) 0.012 disclosed by law , 0.012 9 . 0.012 9 . 0.011 and supersedes all prior agreements or discussions . 0.011 and allows licensor 0.011 this agreement is the complete understanding between the parties 0.01 this obligation lasts for five ( 5 ) 0.01 disputes shall be resolved by arbitration in austin , texas , 0.009 including natural disasters , war , 0.009 years post - termination , 0.009 except for trade secrets , 0.009 excluding its conflict of laws rules . 0.008 confidential information excludes 0.008 provided notice is given 0.008 which remain protected indefinitely . 0.008 3 exceptions . 0.008 2 dispute resolution . 0.008 11 . 0.007 recipient prior to disclosure ; 0.007 8 . 0.006 and 0.006 or government actions , 0.006 was known to the 0.006 1 0.005 9 . 0.005 for its own similar information , 0.005 licensor 0.005 care as it uses 0.005 provided notice is given to the other party . 0.005 use it only to 0.004 at least the same 0.003 with the arbitrator ’ s decision being final . 11 . 3 entire agreement . 0.002 indemnification 0.002 confidential information with 0.001 this agreement is governed by the laws of the state of texas , 0.001 to the disclosing party . -0.035 1 neither party shall -0.035 be liable for delays or -0.029 notices must be in writing and sent to the addresses above via certified mail or email with confirmation . -0.029 carter title : president brightpath enterprises by -0.026 force majeure 10 . -0.024 by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ -0.021 _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . -0.02 : _ _ _ _ _ -0.02 10 . -0.019 if any provision is unenforceable , the remaining provisions remain in effect . -0.019 in witness whereof , the parties have executed this agreement as of the effective date . -0.016 11 . 6 notices . -0.014 licensee may not assign this agreement without licensor -0.011 failures due to causes beyond its reasonable control , -0.011 ’ s prior written consent ; licensor may assign to a successor entity . -0.008 11 . 5 assignment . -0.008 11 . 7 severability . -0.008 stratumsoft inc . -0.007 1 governing law . -0.006 11 . miscellaneous 11 .
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disputes shall be resolved by arbitration in austin , texas ,
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under the american arbitration association ’ s rules ,
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with the arbitrator ’ s decision being final . 11 . 3 entire agreement .
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this agreement is the complete understanding between the parties
0.011 / 10
and supersedes all prior agreements or discussions .
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11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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11 . 5 assignment .
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licensee may not assign this agreement without licensor
-0.011 / 16
’ s prior written consent ; licensor may assign to a successor entity .
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11 . 6 notices .
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notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
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11 . 7 severability .
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if any provision is unenforceable , the remaining provisions remain in effect .
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in witness whereof , the parties have executed this agreement as of the effective date .
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stratumsoft inc .
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by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
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_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
-0.029 / 8
carter title : president brightpath enterprises by
-0.02 / 7
: _ _ _ _ _

Chunk 6

Original Text: 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer

Predicted Risk Level: Low

Predicted Risk Category: Contractual

Risk Explanation

* **Why this text was classified as Low risk**: * The contract text chunk is well-structured and includes standard clauses. * It specifies the governing law, dispute resolution process, and amendment procedures, reducing ambiguity. * The inclusion of a severability clause helps to maintain the contract's validity even if one provision is deemed unenforceable. * **The specific clauses or phrases that contributed to this risk level**: * "Governing law" clause (11.1) provides clarity on the applicable laws. * "Dispute resolution" clause (11.2) establishes a clear process for resolving disputes. * "Entire agreement" clause (11.3) helps prevent misunderstandings by superseding prior agreements. * "Severability" clause (11.7) ensures the contract remains effective even if one provision is unenforceable. * **The implications of this risk category (Contractual)**: * Low risk implies that the contract is likely to be enforceable and less prone to disputes. * The contract's clarity and specificity reduce the likelihood of misunderstandings or litigation. * The severability clause helps to maintain the contract's validity, even if one provision is deemed unenforceable, minimizing potential risks.

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0.50.1-0.30.91.37.34957e-057.34957e-05base value9.15186e-059.15186e-05fOutput 0(inputs)0.03 by arbitration in austin , 0.021 disputes shall be resolved 0.015 excluding its conflict of 0.013 under the american arbitration 0.013 this agreement is governed by the laws of 0.012 the state of texas , 0.012 laws rules . 0.011 2 dispute resolution . 0.006 11 . 0.004 ’ s decision being final . 0.004 with the arbitrator 0.003 texas , 0.002 , 0.002 association ’ s rules 0.001 11 . 0.0 7 severability . 0.0 _ name : elena r . 0.0 11 . 0.0 : chief 0.0 in witness whereof -0.014 11 . 4 amendment . -0.012 1 governing law -0.011 complete understanding between the parties -0.011 this agreement may only be amended in writing -0.01 notices must be in writing -0.009 and supersedes all prior agreements -0.009 may assign to a successor entity . -0.009 signed by both parties . -0.008 11 . 6 notices . -0.008 assign this agreement without licensor -0.007 or discussions . -0.007 consent ; licensor -0.006 ’ s prior written -0.006 11 . 3 entire agreement . -0.005 11 . 5 assignment . -0.005 this agreement is the -0.004 and sent to the addresses above via certified mail or -0.004 email with confirmation . -0.003 licensee may not -0.001 . -0.0 sullivan title -0.0 if any provision is unenforceable , the remaining provisions remain in effect . -0.0 the parties have executed this agreement as of -0.0 name : james p -0.0 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ -0.0 the effective date . -0.0 _ _ _ _ _ _ _ _ -0.0 _ _ _ _ _ _ _ _ -0.0 by : _ _ _ _ _ _ -0.0 carter title : president -0.0 brightpath enterprises by -0.0 operating officer -0.0 _ _ _ _ -0.0 : _ _ _ -0.0 _ _ _ _ -0.0 -0.0 _ _ _ _ -0.0 . -0.0 , -0.0 inc . -0.0 stratumsoft
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Chunk 7

Original Text: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer

Predicted Risk Level: Low

Predicted Risk Category: Compliance

Risk Explanation

* **Why this text was classified as Low risk**: * The text appears to be a signature block or a placeholder for a signature, containing the name and title of an individual, James P. Sullivan, who holds the position of Chief Operating Officer. * It does not contain any legally binding clauses, obligations, or sensitive information that could pose a risk. * The text seems to be introductory or identifying in nature, rather than substantive or contractual. * **The specific clauses or phrases that contributed to this risk level**: * The phrase "name : james p . sullivan" and "title : chief operating officer" are merely identifying information and do not impose any obligations or liabilities. * The lack of any contractual language, such as "agrees to" or "shall," contributes to the low risk assessment. * The absence of any specificity regarding terms, conditions, or responsibilities further supports the low risk categorization. * **The implications of this risk category (Compliance)**: * **Low risk** in terms of compliance suggests that the text does not introduce any new or significant regulatory obligations. * It implies that the presence of this text within a larger document or contract does not increase the likelihood of non-compliance with relevant laws, regulations, or standards. * As a result, no specific compliance actions or mitigations are required in response to this text, allowing the focus to remain on other, potentially riskier aspects of the contract or agreement.

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Full Document Text

Original Text

software license agreement this software license agreement ( the " agreement " ) is made and entered into as of march 21 , 2025 ( the " effective date " ) , by and between stratumsoft inc . , a corporation incorporated under the laws of texas , with its principal office located at 789 tech plaza , austin , tx 78701 ( " licensor " ) , and brightpath enterprises , a corporation incorporated under the laws of new york , with its principal office located at 321 commerce street , albany , ny 12207 ( " licensee " ) . licensor and licensee are referred to individually as a " party " and collectively as the " parties . " whereas , licensor has developed and owns a software product known as flowmatrix , a workflow management and automation tool ( the " software " ) ; and whereas , licensee wishes to obtain a license to use the software for its business operations , and licensor agrees to grant such a license under the terms herein ; now , therefore , in consideration of the mutual promises and covenants contained herein , the parties agree as follows : 1 . grant of license 1 . 1 license . licensor grants licensee a non - exclusive , non - transferable , revocable license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on li ##ble license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on licensor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer

Modified Text

Software License Agreement This Software License Agreement (the "Agreement") is made and entered into as of March 21, 2025 (the "Effective Date"), by and between StratumSoft Inc., a corporation incorporated under the laws of Texas, with its principal office located at 789 Tech Plaza, Austin, TX 78701 ("Licensor"), and BrightPath Enterprises, a corporation incorporated under the laws of New York, with its principal office located at 321 Commerce Street, Albany, NY 12207 ("Licensee"). Licensor and Licensee are referred to individually as a "Party" and collectively as the "Parties." Whereas, Licensor has developed and owns a software product known as FlowMatrix, a workflow management and automation tool (the "Software"); and whereas, Licensee wishes to obtain a license to use the Software for its business operations, and Licensor agrees to grant such a license under the terms herein; now, therefore, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: 1. Grant of License 1.1 License. Licensor grants Licensee a non-exclusive, non-transferable, revocable license to install and use the Software on Licensee’s internal systems solely for its business purposes, in accordance with the accompanying documentation (the "Documentation"). 1.2 Restrictions. Licensee shall not: (a) copy or distribute the Software without prior written consent from Licensor; (b) modify, adapt, or create derivative works from the Software, except as mutually agreed upon by the Parties in writing; (c) reverse engineer, decompile, or disassemble the Software, except as permitted by law or with prior written consent from Licensor; or (d) use the Software for any unlawful purpose. 2. Delivery and Support 2.1 Delivery. Licensor shall deliver the Software and Documentation to Licensee electronically within seven (7) business days of the Effective Date. 2.2 Support. Licensor shall provide reasonable technical support for the Software during the term, as detailed in a separate support schedule, if applicable. 3. Fees and Payment 3.1 License Fee. Licensee shall pay Licensor a license fee of $75,000 USD (the "License Fee"), payable as follows: 50% upon execution of this Agreement and 50% within sixty (60) days of the Effective Date. 3.2 Taxes. Licensee is responsible for all applicable taxes, excluding taxes based on Licensor's income. ## License to install and use the software on licensee’s internal systems solely for its business purposes, in accordance with the accompanying documentation ("documentation"). 1.2 Restrictions. Licensee shall not: (a) copy, distribute, sublicense, or sell the software, except as permitted by law or with prior written consent of Licensor; (b) modify, adapt, or create derivative works from the software, except as permitted by law or with prior written consent of Licensor; (c) reverse engineer, decompile, or disassemble the software, except as permitted by law; or (d) use the software for any unlawful purpose. 2. Delivery and Support 2.1 Delivery. Licensor shall deliver the software and documentation to licensee electronically within seven (7) business days of the effective date. 2.2 Support. Licensor shall provide reasonable technical support for the software during the term, as detailed in a separate support schedule, if applicable. 3. Fees and Payment 3.1 License Fee. Licensee shall pay Licensor a license fee of $75,000 USD (the "License Fee"), payable as follows: 50% upon execution of this agreement and 50% within sixty (60) days of the effective date. 3.2 Taxes. Licensee is responsible for all applicable taxes, excluding taxes based on Licensor’s income. 3.3 Late Payment. Overdue amounts shall bear interest at 1% per month or the maximum rate allowed by law, whichever is less. 4. Intellectual Property 4.1 Ownership. The software, documentation, and all related intellectual property rights remain the sole property of Licensor. Licensee acquires no ownership interest under this agreement. 4.2 Licensee Data. Licensee retains ownership of all data input into the software ("Licensee Data"). Licensor may use Licensee Data only as necessary to perform its obligations under this agreement and in compliance with applicable laws and regulations. 5. Term and Termination 5.1 Term. This agreement begins on the effective date and continues until terminated (the "Term"). 5.2 Termination for Breach. Either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty (30) days of written notice. 5.3 Termination for Insolvency. Either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or ceases business operations. 5.4 Post-Termination. Upon termination, Licensee shall cease using the software, delete all copies, and certify such deletion to Licensor within thirty (30) days, provided that Licensee may retain a copy of the software solely for archival purposes, subject to the terms and conditions of this agreement. ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the greater of the license fee paid by licensee or $10,000. 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , except to the extent such damages are directly caused by a party ’ s gross negligence or willful misconduct . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided with a reasonable level of care and skill . licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement , to the extent permitted by applicable law . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee , except in cases of gross negligence or willful misconduct . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , to the extent such damages are not reasonably foreseeable , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer